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Articles Of Organization Operating Agreement
I need an Articles of Organization Operating Agreement for a Hong Kong technology startup with three founding members, including specific provisions for future investor rights and IP protection, planned to be effective from March 2025.
1. Parties: Identification of all founding members/shareholders and the company being formed
2. Background: Context of the company formation and purpose of the agreement
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Formation and Name: Details of company formation, registered name, and business purpose
5. Registered Office: Official registered address and requirements for changing it
6. Capital Structure: Details of share capital, classes of shares, and initial capitalization
7. Members Rights and Obligations: Rights, responsibilities, and obligations of company members
8. Management and Decision Making: Management structure, voting rights, and decision-making processes
9. Meetings: Procedures for member and management meetings, including notice requirements and quorum
10. Transfer of Shares: Rules and restrictions regarding the transfer of ownership interests
11. Financial Matters: Financial management, distributions, and accounting requirements
12. Confidentiality: Protection of company and member confidential information
13. Dispute Resolution: Procedures for resolving disputes between members or with the company
14. Termination and Dissolution: Processes for terminating membership and dissolving the company
15. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law
1. Special Rights of Members: Used when certain members have special voting or management rights
2. Industry-Specific Compliance: Include when company operates in regulated industries like financial services or healthcare
3. Intellectual Property Rights: Required when company owns or develops significant IP
4. Non-Competition and Non-Solicitation: Include when members need to be restricted from competing activities
5. Tag-Along and Drag-Along Rights: Used for companies anticipating future investment or sale
6. Family Succession Planning: Include for family-owned businesses
7. Cross-Border Operations: Required when company operates in multiple jurisdictions
8. Environmental Compliance: Include for businesses with environmental impact considerations
1. Schedule 1: Initial Members and Capital Contributions: Details of founding members and their initial investments
2. Schedule 2: Share Capital and Shareholding Structure: Detailed breakdown of share classes and ownership
3. Schedule 3: Business Plan: Initial business plan and operational strategy
4. Schedule 4: Management Structure: Organizational chart and management responsibilities
5. Schedule 5: Reserved Matters: List of decisions requiring special approval
6. Schedule 6: Company Policies: Key operational and governance policies
7. Appendix A: Form of Share Transfer Notice: Template for share transfer notifications
8. Appendix B: Meeting Procedures: Detailed procedures for conducting meetings
9. Appendix C: Valuation Methods: Agreed methods for valuing shares or company assets
Authors
Technology
Manufacturing
Financial Services
Professional Services
Retail
Real Estate
Healthcare
Education
Import/Export
Logistics
Consulting
E-commerce
Food and Beverage
Entertainment
Construction
Digital Media
Legal
Compliance
Corporate Secretarial
Executive Leadership
Board of Directors
Finance
Risk Management
Corporate Governance
Operations
Administrative
CEO
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Chief Financial Officer
Board Director
Managing Director
Corporate Governance Officer
Risk Manager
Business Development Director
Founding Partner
General Counsel
Operations Director
Company Administrator
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